UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2022
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (805 ) 418-5006
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 1, 2022 Arcutis held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2022. Only stockholders of record as of the close of business on April 4, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 51,417,963 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of three Class II directors to hold office until the 2025 annual meeting of stockholders or until their respective successor is elected:
| Nominee | Votes for | Votes withheld | Broker Non-Votes | |||||||||||||||||
| Bhaskar Chaudhuri, Ph.D. | 39,755,087 | 3,827,347 | 3,550,444 | |||||||||||||||||
| Howard G. Welgus, M.D. | 30,923,737 | 12,659,061 | 3,550,444 | |||||||||||||||||
| Sue-Jean Lin | 39,093,556 | 4,488,878 | 3,550,444 | |||||||||||||||||
Proposal 2. The ratification of the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022:
| Votes for | Votes against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 47,070,314 | 48,136 | 14,428 | — | |||||||||||||||||
Proposal 3. Approval, on a non-binding advisory basis of the compensation of the Company's named executive officers:
| Votes for | Votes against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 41,014,256 | 2,066,501 | 501,677 | 3,550,444 | |||||||||||||||||
Proposal 4. Approval, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers:
| Votes for one year | Votes for two years | Votes for three years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 43,397,406 | 3,570 | 104,713 | 76,745 | 3,550,444 | ||||||||||||||||||||||
No other matters were submitted for shareholder action.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARCUTIS BIOTHERAPEUTICS, INC. | |||||||||||
| June 2, 2022 | By: | /s/ Scott L. Burrows | |||||||||
Scott L. Burrows Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||